In the late 1930’s, after seeing the mechanism of Germany, the government wanted to develop a scout car, the end result being the Willys MB and the Ford GPW jeeps. By the end of the 1940’s the MB was at the end of its service life. Willys developed the M38 based on its civilian model the CJ3A with production starting in 1949. The M38 differed from the MB and GPW in many ways. Most notable were the headlights and also blackout lights. The grille was hinged at the bottom so with the removal of six bolts the grille could be lowered, and the radiator, engine and transmission could be removed as one unit. By the end of production in June 1952, 60,000 had been manufactured.

Owned by CSM (Ret) Lowell May of Manhattan, Kansas.